Proposed Placing
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014 ("MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF INSIDE INFORMATION (AS DEFINED IN MAR), AS PERMITTED BY MAR. THIS INSIDE INFORMATION IS SET OUT IN THIS ANNOUNCEMENT. THEREFORE, THOSE PERSONS THAT RECEIVED INSIDE INFORMATION IN A MARKET SOUNDING ARE NO LONGER IN POSSESSION OF SUCH INSIDE INFORMATION RELATING TO THE COMPANY AND ITS SECURITIES.
THIS ANNOUNCEMENT, INCLUDING THE APPENDIX HERETO AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATES OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (COLLECTIVELY, THE "UNITED STATES"), CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR IN OR INTO OR FROM ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE PROHIBITED BY ANY APPLICABLE LAW.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AND DOES NOT CONSTITUTE, CONTAIN OR FORM PART OF AN OFFER TO SELL OR ISSUE OR A SOLICITATION TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE, ANY SECURITIES IN THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.
6 August 2020
SIMEC Atlantis Energy Limited
Proposed Placing of approximately 50,000,000 new Ordinary Shares at 12 pence per share to raise approximately £6 million for the Company
Proposed offer for subscription for new Ordinary Shares at 12 pence per share on the PrimaryBid platform
Proposed investment by the Company in a fuel supply joint venture with N+P
Highlights
· Proposed Placing at 12 pence per Ordinary Share to raise gross proceeds (before expenses) of approximately £6 million.
· Placing to be conducted by way of an accelerated bookbuild process by Investec and Arden in accordance with the terms and conditions set out in the Appendix to this announcement. The accelerated bookbuild will commence immediately following this announcement.
· PrimaryBid Offer for subscription for new Ordinary Shares at 12 pence per share.
· A further announcement launching the PrimaryBid Offer will be made shortly.
· The Placing Price represents a discount of 34.25 per cent. to the mid-market closing price of 18.25 pence on 5 August 2020, being the last practicable trading day prior to release of this announcement.
· The net proceeds of the Placing are proposed to be used to fund the Group's working capital and for investment in new fuel processing facilities via a new joint venture.
· Proposed investment in 50/50 fuel supply joint venture with N+P to:
o provide the Company with security of fuel supply for Uskmouth Power Station; and
o provide exposure to future revenue opportunities from gate fees and sale of fuel to other projects.
· A further announcement will be made on the closing of the Placing and the PrimaryBid Offer.
· The Group will also today publish its preliminary results for the year ended 31 December 2019 in a separate announcement. A copy of the preliminary results will be available on the Company's website at www.simecatlantis.com. The preliminary results should be read in conjunction with this announcement and prospective investors should read the Group's preliminary results in full before making any bid in the Bookbuild.
Enquiries:
Investec Bank plc +44 (0) 20 7597 5970
(Nominated Adviser, Broker and Joint Bookrunner to the Company)
Jeremy Ellis
Sara Hale
Ben Griffiths
Arden Partners plc +44 (0) 20 7614 5900
(Joint Bookrunner to the Company)
Ciaran Walsh
Ruari McGirr
Benjamin Cryer
SIMEC Atlantis Energy Limited +44 (0) 7739 832 446
Sean Parsons, Director of External Affairs
Notes to Editors
SIMEC Atlantis Energy
Atlantis is a global developer, owner and operator of sustainable energy projects with a diverse portfolio in various stages of development. This includes a 77 per cent. stake in the world's largest tidal stream power project, MeyGen, 100 per cent. of the 220MW Uskmouth Power Station conversion project and 100 per cent. of Green Highland Renewables, a leading developer of mini-hydro projects.
https://www.simecatlantis.com/
Market Abuse Regulation
The information contained within this announcement is inside information as stipulated under MAR. Upon the publication of this announcement, this inside information is now considered to be in the public domain. The person responsible for arranging for the release of this announcement on behalf of SIMEC Atlantis Energy is Tim Cornelius, Chief Executive Officer of SIMEC Atlantis Energy.
Important Notice
This announcement does not constitute, or form part of, a prospectus relating to the Company, nor does it constitute or contain any invitation or offer to any person, or any public offer, to subscribe for, purchase or otherwise acquire any shares in the Company or advise persons to do so in any jurisdiction, nor shall it, or any part of it form the basis of or be relied on in connection with any contract or as an inducement to enter into any contract or commitment with the Company.
This announcement, including the Appendix, and the information contained herein, is restricted and is not for publication, distribution or release, directly or indirectly, in whole or in part, in or into or from the United States, (including its territories and possessions, any States of the United States and the District of Columbia) (collectively, the "United States"), Canada, Australia, Japan or the Republic of South Africa or in or into or from any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction. The Placing Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or under any applicable securities laws of any state or other jurisdiction of the United States, and may not be offered, sold, resold or transferred or delivered, directly or indirectly, in or into or from the United States absent registration under the US Securities Act or except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act. No public offering of the Placing Shares is being made in the United States. The Placing Shares are being offered and sold outside the United States in "offshore transactions", as defined in, and in compliance with, Regulation S under the US Securities Act ("Regulation S"). Persons receiving this announcement (including custodians, nominees and trustees) must not forward, distribute, mail or otherwise transmit it in or into the United States or use the United States mails, directly or indirectly, in connection with the Placing. This announcement does not constitute or form part of an offer to sell or issue or a solicitation of an offer to buy, subscribe for or otherwise acquire any securities in any jurisdiction including, without limitation, the Restricted Jurisdictions or any other jurisdiction in which such offer or solicitation would be unlawful. This announcement and the information contained in it is not for publication or distribution, directly or indirectly, to persons in a Restricted Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction.
No action has been taken by the Company, the Joint Bookrunners or any of their respective directors, officers, partners, agents, employees or affiliates that would permit an offer of the Placing Shares or possession or distribution of this announcement or any other publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons receiving this announcement are required to inform themselves about and to observe any restrictions contained in this announcement.
This announcement is directed only at persons whose ordinary activities involve them in acquiring, holding, managing and disposing of investments (as principal or agent) for the purposes of their business and who have professional experience in matters relating to investments and: (A) if in a member state of the European Economic Area persons who are (unless otherwise agreed with the Joint Bookrunners) "qualified investors", as defined in article 2(e) of the Prospectus Regulation (Regulation (EU) 2017/1129), as amended ("Qualified Investors"); (B) if in the United Kingdom, Qualified Investors who are persons who: (i) have professional experience in matters relating to investments who fall within the definition of "investment professionals" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "FPO"); or (ii) fall within the definition of "high net worth companies, unincorporated associations etc" in article 49(2)(a) to (d) of the FPO; or (C) are persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "Relevant Persons"). No other person should act on or rely on this announcement and persons distributing this announcement must satisfy themselves that it is lawful to do so.
This announcement must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement or the Placing relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. As regards all persons other than Relevant Persons, the details of the Placing set out in this announcement are for information purposes only.
This announcement is not being distributed by, nor has it been approved for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended ("FSMA") by, a person authorised under FSMA. This announcement is being distributed and communicated to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not apply. No prospectus will be made available in connection with the matters contained in this announcement and no such prospectus is required (in accordance with the Prospectus Regulation) to be published. Persons needing advice should consult an independent financial adviser.
Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this announcement should seek appropriate advice before taking any action.
This announcement has been issued by, and is the sole responsibility of, the Company. No representation or warranty, express or implied, is or will be made by the Company, the Joint Bookrunners, or by any of their respective partners, directors, officers, employees, advisers, consultants or affiliates as to or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to any interested person or its advisers, and any liability therefore is expressly disclaimed. None of the information in this announcement has been independently verified or approved by the Joint Bookrunners or any of their respective partners, directors, officers, employees, advisers, consultants or affiliates. Save for any responsibilities or liabilities, if any, imposed on the Joint Bookrunners by FSMA or by the regulatory regime established under it, no responsibility or liability is accepted by either Joint Bookrunner or any of their respective partners, directors, officers, employees, advisers, consultants or affiliates for any errors, omissions or inaccuracies in such information or opinions or for any loss, cost or damage suffered or incurred howsoever arising, directly or indirectly, from any use of this announcement or its contents or otherwise in connection with this announcement or from any acts or omissions of the Company in relation to the Placing.
Certain statements in this announcement are forward-looking statements which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "could", "intend", "estimate", "expect" and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks, assumptions and uncertainties that could cause the actual results of operations, financial condition, liquidity and dividend policy and the development of the industries in which the Group will operate to differ materially from the impression created by the forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given those risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of such statements and, except as required by the Financial Conduct Authority, the London Stock Exchange or applicable law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
Any indication in this announcement of the price at which the Company's shares have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.
Investec, which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the FCA and the Prudential Regulation Authority, is acting as nominated adviser, broker and joint bookrunner to the Company in respect of the Placing. Investec is acting exclusively for the Company and for no-one else in connection with the Placing and the matters referred to herein, and will not be treating any other person as its client, in relation thereto and will not be responsible for providing the regulatory protections afforded to its clients nor for providing advice in connection with the Placing or any other matters referred to herein.
Arden, which is authorised and regulated in the United Kingdom by the FCA, is acting as joint bookrunner to the Company in respect of the Placing. Arden is acting exclusively for the Company and for no-one else in connection with the Placing and the matters referred to herein, and will not be treating any other person as its client, in relation thereto and will not be responsible for providing the regulatory protections afforded to its customers nor for providing advice in connection with the Placing or any other matters referred to herein. Arden is not making any representation or warranty, express or implied, as to the contents of this announcement. Arden has not authorised the contents of, or any part of, this announcement, and no liability whatsoever is accepted by Arden for the accuracy of any information or opinions contained in this announcement or for the omission of any material information.
In connection with the Placing, the Joint Bookrunners and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase Ordinary Shares in the Company and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Ordinary Shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references to the Ordinary Shares being offered, subscribed, acquired, placed or otherwise dealt in should be read as including any offer to, or subscription, acquisition, placing or dealing by the Joint Bookrunners and any of their affiliates acting as investors for their own accounts. In addition, the Joint Bookrunners or their affiliates may enter into financing arrangements and swaps in connection with which they or their affiliates may from time to time acquire, hold or dispose of Ordinary Shares. The Joint Bookrunners have no intention to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
The Placing Shares will not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange.
The Appendix to this announcement (which forms part of this announcement) sets out the terms and conditions of the Placing. By participating in the Placing, each person who is invited to and who chooses to participate in the Placing by making or accepting an oral and legally binding offer to acquire Placing Shares will be deemed to have read and understood this announcement in its entirety (including the Appendix) and to be making such offer on the terms and subject to the conditions set out in this announcement and to be providing the representations, warranties, undertakings and acknowledgements contained in the Appendix.
Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.
INFORMATION TO DISTRIBUTORS
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.
NOTWITHSTANDING ANYTHING IN THE FOREGOING, NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE BY ANY PERSON ANYWHERE AND THE COMPANY HAS NOT AUTHORISED OR CONSENTED TO ANY SUCH OFFERING IN RELATION TO THE PLACING SHARES.
Regulated Information Classification: Inside information
1. INTRODUCTION
The Company is pleased to announce a proposed fundraising to conditionally raise approximately £6 million (before expenses) by way of a placing of new Ordinary Shares at a price of 12 pence per share. Details of the Placing are set out below and in the Appendix to this announcement. Investec and Arden are acting as joint bookrunners in connection with the Placing. It is intended that the net proceeds of the Placing will be used to fund the Group's working capital, in order that the Company's auditors are able to give a clean going concern opinion in respect of the Company's financial statements for the period ended 31 December 2019, and an investment in new fuel processing facilities via a 50/50 fuel supply joint venture with N+P. The Placing is not conditional upon the proposed investment by the Company in the fuel supply joint venture proceeding. A further announcement will be made on the closing of the Placing, which is expected to occur later today.
In addition to the Placing, the Company has made arrangements with PrimaryBid for retail and other investors to subscribe for Ordinary Shares through the PrimaryBid platform at the Placing Price. A further announcement relating to the PrimaryBid Offer will be made shortly after this announcement. The results of the PrimaryBid Offer will be announced later today at the same time as the results of the Placing. The funds from the PrimaryBid Offer will be used in connection with the proposed investment in new fuel processing facilities via the 50/50 joint venture with N+P.
The Company is also pleased to announce that it intends, shortly following the Placing, to enter into arrangements with a member of the N+P Group pursuant to which the Company will replace SIMEC Fuels Holdings UK Limited ("SIMEC Fuels"), a member of SIMEC's Group, as the joint venture partner of N&P UK Holding 2 Ltd ("N+P UK") for the fuel supply to Uskmouth Power Station and other UK conversion projects.
The Placing Shares and the PrimaryBid Shares will be issued pursuant to the authorities granted to the Directors at the Company's annual general meeting held in 2019. Accordingly, neither the Placing nor the PrimaryBid Offer is subject to approval of the Company's Shareholders.
Subject to all conditions to the Placing being satisfied, the Placing Shares and the PrimaryBid Shares will be admitted to trading on AIM. It is anticipated that Admission will take place on 11 August 2020.
2. DETAILS OF THE PLACING
The Company intends to raise approximately £6 million (before expenses) pursuant to the Placing. The price per Placing Share is 12 pence.
The Placing will be conducted by the Joint Bookrunners in accordance with the terms and conditions set out in the Appendix to this announcement. The Placing is being conducted through an accelerated bookbuilding process which will commence immediately following this announcement in accordance with the terms and conditions set out in the Appendix to this announcement.
The bookbuilding process will determine demand for and participation in the Placing. The timing of the closing of the books is at the absolute discretion of the Joint Bookrunners in consultation with the Company. The allocations will be determined by the Joint Bookrunners in their absolute discretion following consultation with the Company and will be confirmed orally or by email by the relevant Joint Bookrunner following the close of the bookbuilding process.
The Placing Shares will not be offered generally to the Company's existing shareholders on a pre-emptive basis. Participation in the Placing will be generally limited to certain qualifying institutional investors who are invited, and who choose, to participate. The Placing Shares are not being made available to the public and, subject to certain limited exceptions, are not being offered or sold in, into or from the United States of America, Canada, Australia, Japan or the Republic of South Africa or any other jurisdiction where it would be unlawful to do so.
A further announcement in respect of the total number of Placing Shares to be issued and the aggregate proceeds to be raised through the Placing will be made as soon as is practicable, once these details have been finally determined. The Placing is not being underwritten.
Following Admission, the Placing Shares will be issued and allotted credited as fully paid and will rank pari passu with the Ordinary Shares as well as with the PrimaryBid Shares, including the right to receive all dividends and other distributions declared, made or paid on or in respect of such shares after the date of issue.
The Placing is conditional, inter alia, upon:
(a) the publication by the Company of, among other announcements, the results of the Placing by means of a Regulatory Information Service;
(b) the performance by the Company in all material respects of its obligations under the Placing Agreement, to the extent that they fall to be performed prior to Admission and which in the good faith of opinion of Investec or Arden is material and adverse in the context of the Placing and Admission;
(c) the Placing Agreement having not been terminated in accordance with its terms;
(d) the Company allotting, subject only to Admission, the Placing Shares in accordance with the Placing Agreement; and
(e) Admission becoming effective at 8.00 a.m. on 11 August 2020 (or such later time and date as the Company and the Joint Bookrunners may agree but not later than 8.00 a.m. on 18 August 2020).
The Placing is not conditional upon the proposed investment by the Company in the fuel supply joint venture with N+P proceeding.
If any of the conditions in the Placing Agreement are not satisfied, the Placing Shares will not be issued and all monies received from Placees will be returned to them (at the Placees' risk and without interest) as soon as possible.
The Placing Agreement contains customary warranties given by the Company to the Joint Bookrunners as to matters relating to the Company and its business and customary indemnities from the Company to the Joint Bookrunners in respect of liabilities arising out of or in connection with the Placing and Admission. The Placing Agreement also contains customary rights of termination which could enable the Joint Bookrunners to terminate the Placing in certain limited circumstances.
The Company has also agreed to certain post-Admission undertakings including, subject to certain exceptions, not to offer, issue, lend, sell or contract to sell, issue options in respect of or otherwise dispose of or announce an offer or issue of any of its Ordinary Shares or securities exchangeable or convertible into its Ordinary Shares in the period of 90 days from the date of Admission without prior written consent of the Joint Bookrunners (such consent not to be unreasonably withheld or delayed).
Application has been made to the London Stock Exchange for the Placing Shares (along with the PrimaryBid Shares) to be admitted to trading on AIM. It is expected that Admission will take place and that trading in the Placing Shares (along with the PrimaryBid Shares) will commence on or around 11 August 2020.
The terms and conditions of the Placing are set out in the Appendix to this announcement.
3. DETAILS OF THE PROPOSED INVESTMENT in a fuel supply joint venture
Shortly following the Placing, the Company intends to enter, through its wholly owned subsidiary Atlantis Projects Pte. Ltd ("APPL"), into heads of terms with N+P UK, a member of the N+P Group, for a new fuel supply joint venture. The proposed joint venture, and certain associated arrangements, would facilitate the Company, through APPL, replacing SIMEC Fuels, a member of SIMEC's group, as N+P UK's joint venture partner for the fuel supply to Uskmouth Power Station and other UK projects.
It is proposed that the Company, through APPL, and N+P, through N+P UK, create a new joint venture company, owned in equal proportions by N+P UK and APPL, or their respective subsidiaries, and for such parties to enter into a formal joint venture agreement detailing the purpose of the joint venture company and setting out their respective rights and obligations. It is proposed that the new joint venture will replace N+P's existing joint venture with SIMEC Fuels and N+P UK has accordingly agreed, as a binding provision of the heads of terms, that it will enter into a deed of termination with the parties to the existing joint venture agreement in order to terminate the existing joint venture and related agreements. It has been agreed that, as a condition precedent to the new joint venture taking effect, APPL will pay N+P UK approximately €500,000 in respect of SIMEC Fuels' share, in its capacity as a party to the existing joint venture, of unpaid development expenditure to date. It is intended that APPL and N+P UK will agree a budget for future development expenditure and APPL will commit to meet 50 per cent. of such future development expenditure, currently projected to be c. £2 million for the period to financial close of the construction funding for the Uskmouth Power Station fuel facilities. The Company and N+P, and their respective subsidiaries, will seek to agree and enter into the definitive joint venture agreement as soon as reasonably possible and have agreed a mutual 90 day period of exclusivity to facilitate such negotiation and agreement.
In connection with APPL and N+P UK's intended entry into the heads of terms, and the proposed new joint venture to be documented therein, the following documents are also proposed to be entered into:
· Deed of termination and suspension: in order to give effect to the proposed investment, it is intended that SUP, SIMEC Subcoal Fuels Limited ("SSF"), Atlantis Resources (Scotland) Limited ("Atlantis Scotland") and the new joint venture company will terminate the existing power purchase agreement entered into on 21 May 2018, as amended and restated on 24 May 2018, between SUP and SSF, and the existing management services agreement dated 31 October 2018, between SSF and Atlantis Scotland. In connection with the termination of the management services agreement, it has been agreed that Atlantis Scotland and SUP will each acknowledge and agree that they have no claim, and also waive any such claim that they may have, in respect of an outstanding amount of approximately £220,000 which is otherwise owing from SSF to Atlantis Scotland and SUP under the management services agreement. The parties have further agreed that the fuel supply agreement, also entered into on 21 May 2018 and amended and restated on 24 May 2018, between SUP and SSF, shall be novated to the new joint venture company to be established by APPL and N+P UK. It is proposed that, as soon as reasonably practicable following such novation, the fuel supply agreement will be amended and restated. Pending such amendment and restatement, the parties have agreed that all rights and obligations under the fuel supply agreement will be suspended. It has also been agreed that if the amendment and restatement does not become effective by 31 December 2021, the fuel supply agreement shall automatically terminate without liability on the part of either party;
· Deed of termination: it is proposed that the new joint venture company, once incorporated, will also enter into a deed of termination in connection with the existing joint venture between SIMEC Fuels and N+P UK. It is proposed that, pursuant to the deed of termination, certain agreements entered into for the purpose of the existing joint venture will be terminated with the relevant counterparties waiving any rights or claims they may have pursuant to such agreements. It is intended that, pursuant to the deed of termination, certain parties will also agree to take necessary steps to give effect to the novation of the fuel supply agreement to the new joint venture company and the dissolution of the existing joint venture company; and
· Royalty payment agreement: in consideration for SIMEC's withdrawal from the current joint venture, it is intended that the new joint venture company will enter into a royalty payment agreement with SIMEC Group Limited, a member of SIMEC's group, pursuant to which it has been agreed that subject to, amongst other things, the existing joint venture terminating, the new joint venture agreement being entered into and the fuel supply agreement being novated to the new joint venture company, SIMEC Group Limited will receive an index linked royalty equal to either: (a) £1.20 for each tonne of fuel produced and supplied by the new joint venture company to Uskmouth Power Station; or (b) £1.00 for each tonne of fuel produced and supplied by the new joint venture company to other projects.
The Board of Atlantis believes that, should the proposed investment in the fuel supply joint venture with N+P proceed, the new joint venture company would benefit from the following:
· Waste sourcing: the new joint venture intends to construct two new fuel production facilities, with financial close for each new facility being targeted for Q1 2021, each producing approximately 220,000 tonnes of fuel for Phase 1 of the Uskmouth Power Station conversion per annum, and accepting waste from within a proposed 250 mile radius, giving almost nationwide access for waste sourcing. Phase 1 of the Uskmouth conversion is expected to require 440,000 tonnes of fuel per year, rising to 880,000 tonnes upon completion of Phase 2. A recent study for N+P's existing Teesport facility, which is designed to produce a similar fuel pellet, indicated availability of 3.3 million tonnes of waste per annum suitable for processing at that plant;
· Increased waste handling flexibility: the new facilities are intended to be designed to accommodate a wider specification of input waste relative to the waste which can be processed by the N+P Group's existing Teesport facility, and this will increase the available waste which is suitable for processing into fuel for Uskmouth Power Station (i.e. accessing a larger proportion of the total residual waste for which there is not currently treatment capacity in the UK);
· Revenues: the joint venture company will have two sources of revenue: gate fees from the receipt of waste and revenues from the sale of the processed fuel product. It is expected that this business model will allow the new joint venture company to set gate fees at a competitive level in order to secure sufficient input waste, given that the most likely alternative treatment option for the high energy waste targeted for the fuel pellets is expected to be landfill (a high cost disposal option); and
· Contracting strategy: medium and long term waste contracts typically require gate fees of £10 to £20/tonne less than the spot market price. The joint venture's business model will be optimised by striking a balance between long term contracts (to ensure availability of fuel to fulfil commitments under the fuel supply agreement with SUP) and short term arrangements (to maximise revenue).
The entry by the Company, through APPL, into the joint venture arrangements (including with respect to the proposals for payment of royalties to SIMEC Group Limited, payment to N+P UK in respect of unpaid development expenditure incurred by SIMEC Fuels to date, and the waiving of amounts owed by SSF under the management services agreement) will be classified as a related party transaction under the AIM Rules for Companies since it involves a transaction with related parties of the Company, SIMEC Group Limited, SIMEC Fuels and SSF, each being an associate of SIMEC which is itself a substantial shareholder of the Company (being the Company's largest Shareholder by virtue of owning, as at the date of this announcement, approximately 49.99 percent of the Company's issued Ordinary Share capital). The Directors who are not involved in the transaction as related parties (being the Non-SIMEC Directors), having consulted with the Company's nominated adviser, Investec, consider that the terms of the proposed transaction are fair and reasonable insofar as the Company's Shareholders are concerned.
4. Use of proceeds of the Placing and THE PRIMARYBID OFFER
The net proceeds of the Placing will be used to fund the Company's working capital requirements, in order that the Company's auditors are able to give a clean going concern opinion in respect of the Company's financial statements for the period ended 31 December 2019. The net proceeds of the Placing, and the proceeds of the PrimaryBid Offer, will also be used in connection with the proposed investment by the Company in a fuel supply joint venture with N+P. Specifically, of the net proceeds raised, c. £3 million would be used for the former and c. £2.5 million for the latter. If the proposed investment does not proceed, or the proceeds are greater than what is required for the proposed investment, then the net proceeds of the Placing and the PrimaryBid Offer will be used for the Group's general corporate purposes to the extent that the proceeds exceed the amount used to fund the Group's working capital requirements.
5. Timetable, Admission and dealings
Application has been made to the London Stock Exchange for the Placing Shares and the PrimaryBid Shares to be admitted to trading on AIM. It is expected that Admission will take place and that trading in the Placing Shares and the PrimaryBid Shares will commence on AIM on or about 11 August 2020.
6. Market Abuse Regulation
Market soundings, as defined in MAR, were taken in respect of the Placing, with the result that certain persons became aware of inside information, as permitted by MAR. That inside information is set out in this announcement and has been disclosed as soon as possible in accordance with paragraph 7 of article 17 of MAR. Therefore, those persons that received inside information in a market sounding are no longer in possession of inside information relating to the Company and its securities.
Definitions and glossary
The following definitions apply throughout this announcement unless the context requires otherwise:
"Admission" | the admission of the Placing Shares and the PrimaryBid Shares to trading on AIM becoming effective in accordance with the AIM Rules |
"Affiliates" | has the meaning given to that term in the Appendix |
"AIM" | AIM, a market of the London Stock Exchange |
"AIM Rules" | the AIM Rules for Companies and the AIM Rules for Nominated Advisers, as applicable |
"AIM Rules for Companies" | the rules for AIM companies published by the London Stock Exchange, as amended or re-issued from time to time |
"AIM Rules for Nominated Advisers" | the rules for nominated advisers to AIM companies published by the London Stock Exchange, as amended or re-issued from time to time |
"Appendix" | the appendix to this announcement |
"APPL" | Atlantis Projects Pte. Ltd, a company incorporated in the Republic of Singapore |
"Arden" | Arden Partners plc, acting as joint bookrunner in relation to the Placing |
"Atlantis Scotland" | Atlantis Resources (Scotland) Limited, a company incorporated in Scotland with company number SC342105 |
"Board" | the board of directors of the Company as constituted from time to time |
"Bookbuild" | has the meaning given to that term in the Appendix |
"certificated" or "certificated form" | the description of a share or other security which is not in uncertificated form (that is, not in CREST) |
"Company" or "Atlantis" or "SIMEC Atlantis Energy" | SIMEC Atlantis Energy Limited, a company incorporated in the Republic of Singapore |
"Constitution" | the constitution of the Company, as amended from time to time |
"CREST" | the computerised settlement system, facilitating the paperless settlement of trades and the holding of uncertificated shares administered by Euroclear UK & Ireland Limited, the operator of CREST |
"Depositary" | Link Market Services Trustees Limited (No. 02729260) of The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU |
"Depositary Interests" | dematerialised interests representing underlying Ordinary Shares in the ratio of 1:1, that can be settled electronically through and held in CREST, as issued by the Depositary or its nominees who hold the underlying securities on trust |
"Directors" | the current directors of the Company |
"EEA" | the European Economic Area |
"EU" | the European Union |
"Exchange Information" | has the meaning given to that term in the Appendix |
"Financial Conduct Authority" or "FCA" | the Financial Conduct Authority of the United Kingdom |
"FPO" | the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended |
"FSMA" | the UK Financial Services and Markets Act 2000 (as amended) including any regulations made pursuant thereto |
"Group" | the Company and its subsidiary undertakings as at the date of this document |
"Investec" | Investec Bank plc, acting as nominated adviser and broker to the Company and joint bookrunner in relation to the Placing |
"Joint Bookrunners" | Investec and Arden |
"London Stock Exchange" | London Stock Exchange plc |
"N+P" | N+P Beheer BV |
"N+P Group" | N+P, its parent undertakings, subsidiary undertakings and subsidiary undertakings of such parent undertakings |
"N+P UK" | N&P UK Holding 2 Ltd, a company incorporated in England and Wales with company number 11273662 |
"Non-SIMEC Directors" | John Neill (Non-Executive Chairman), Tim Cornelius (Chief Executive Officer), Andrew Dagley (Executive Director), John Woodley (Non-Executive Director) and Ian Wakelin (Non-Executive Director) |
"Ordinary Shares" | the ordinary shares of no par value in the capital of the Company |
"Placee" | a person subscribing for Placing Shares under the Placing at the Placing Price |
"Placing" | the proposed placing of new Ordinary Shares at the Placing Price pursuant to the Placing Agreement |
"Placing Agreement" | the conditional agreement between Investec, Arden and the Company dated 6 August 2020 |
"Placing Price" | 12 pence per Placing Share and PrimaryBid Share (as the case may be) |
"Placing Shares" | new Ordinary Shares to be issued (whether in certificated form or represented by Depositary Interests) by the Company to Placees pursuant to the Placing Agreement |
"PrimaryBid" | PrimaryBid Limited (registered number 08092575) which is authorised and regulated by the FCA with register number 779021 |
"PrimaryBid Offer" | the offer of PrimaryBid Shares made to retail and other investors on the PrimaryBid platform |
"PrimaryBid Shares" | new Ordinary Shares to be issued in connection with the PrimaryBid Offer |
"Prospectus Regulation" | Regulation 2017/1129 |
"Regulation S" | has the meaning given to that term in the Appendix |
"Regulatory Information Service" | a regulatory information service authorised by the London Stock Exchange to receive, process and disseminate information in respect of AIM quoted companies |
"Restricted Jurisdiction(s)" | any non-EEA jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal sanction if information concerning the matters described in this announcement including the Placing is sent or made available to persons in that jurisdiction |
"Shareholders" | holders of Ordinary Shares from time to time |
"SIMEC" | SIMEC UK Energy Holdings Limited, a company incorporated in the British Virgin Islands with company number 1801240 |
"SIMEC Fuels" | SIMEC Fuels Holdings UK Limited, a company incorporated in England and Wales with company number 10060155 |
"SSF" | SIMEC Subcoal Fuels Limited, a company incorporated in England and Wales with company number 11321067 |
"SUP" | SIMEC Uskmouth Power Limited, a company incorporated in England and Wales with company number 05104786 |
"this announcement" | this announcement, including the Appendix |
"uncertificated" or "uncertificated form" | recorded on the relevant register of the share or security concerned as being held in uncertificated form in CREST and title to which may be transferred by means of CREST |
"United Kingdom" or "UK" | the United Kingdom of Great Britain and Northern Ireland |
"United States" or "United States of America" or "US" | the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia and all other areas subject to its jurisdiction |
"US Securities Act" | the United States Securities Acts of 1933, as amended, and the rules and regulations promulgated thereunder |
"Uskmouth Power Station" | the power station owned by SUP at Uskmouth in South Wales |
APPENDIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX, AND THE INFORMATION IN IT, IS RESTRICTED, AND EXCEPT AS SET FORTH BELOW IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO A RESTRICTED JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING AND NO PUBLIC OFFERING OF PLACING SHARES IS BEING OR WILL BE MADE. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT AND REFERRED TO IN IT ARE FOR INFORMATION PURPOSES ONLY AND DIRECTED ONLY AT PERSONS SELECTED BY THE JOINT BOOKRUNNERS WHO ARE (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE "QUALIFIED INVESTORS", AS DEFINED IN ARTICLE 2(E) OF THE PROSPECTUS REGULATION, AS AMENDED ("QUALIFIED INVESTORS"); OR (B) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FPO; OR (II) FALL WITHIN THE DEFINITION OF "HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC" IN ARTICLE 49(2)(A) TO (D) OF THE FPO; OR (C) PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED OR PROHIBITED BY LAW. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.
The Placing Shares have not been and will not be registered under the US Securities Act or under the securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, transferred or delivered, directly or indirectly, in or into the United States absent registration except pursuant to an exemption from or in a transaction not subject to the registration requirements of the US Securities Act. Neither the United States Securities and Exchange Commission nor any securities regulatory authority of any state or other jurisdiction of the United States has approved or disapproved of an investment in the securities or passed upon or endorsed the merits of the Placing or the accuracy or adequacy of the contents of this announcement. Any representation to the contrary is a criminal offence in the United States. No public offering of the Placing Shares is being made in the United States. The Placing Shares are being offered and sold outside the United States in "offshore transactions", as defined in, and in compliance with, Regulation S. Persons receiving this announcement (including custodians, nominees and trustees) must not forward, distribute, mail or otherwise transmit it in or into the United States or use the United States mails, directly or indirectly, in connection with the Placing. No money, securities or other consideration from any person inside the United States is being solicited and, if sent in response to the information contained in this announcement, will not be accepted.
This announcement does not constitute or form part of an offer to sell or issue or a solicitation of an offer to buy or subscribe for or otherwise acquire any securities in any jurisdiction in which such offer or solicitation is or may be unlawful including, without limitation, the Restricted Jurisdictions. This announcement and the information contained in it is not for publication or distribution, directly or indirectly, to persons in a Restricted Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction.
No action has been taken by the Company, the Joint Bookrunners, or any of their respective Affiliates that would permit an offer of the Placing Shares or possession or distribution of this announcement or any other publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons receiving this announcement are required to inform themselves about and to observe any restrictions contained in this announcement.
Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this announcement should seek appropriate advice before taking any action. Each Joint Bookrunner is acting exclusively for the Company and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to its customers or for providing advice in relation to the matters described in this announcement.
Any indication in this announcement of the price at which the Company's Ordinary Shares have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.
The Placing Shares will not be admitted to trading on any stock exchange other than the AIM Market of the London Stock Exchange.
By participating in the Placing, each Placee by making (or on whose behalf there is made) or accepting (or on whose behalf there is accepted) an oral or written offer to subscribe and/or purchase Placing Shares is deemed to have read and understood this announcement in its entirety (including this Appendix) and to be providing the representations, warranties, indemnities, undertakings, agreements and acknowledgements contained in this Appendix.
Upon being notified of its allocation of Placing Shares, a Placee shall be contractually committed to acquire the number of Placing Shares allocated to it at the Placing Price and, to the fullest extent permitted by law, will be deemed to have agreed not to exercise any rights to rescind or terminate or otherwise withdraw from such commitment.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, REGULATORY, TAX, BUSINESS AND RELATED ASPECTS OF AN ACQUISITION OF PLACING SHARES. THE PRICE OF SHARES IN THE COMPANY AND THE INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK THE FULL AMOUNT INVESTED ON DISPOSAL OF THE PLACING SHARES.
Details of the Placing Agreement and the Placing Shares
The Company has today entered into the Placing Agreement with the Joint Bookrunners. Pursuant to the Placing Agreement, the Joint Bookrunners have, subject to the terms set out in such agreement, agreed to use their reasonable endeavours, as agents of the Company, to procure Placees for the Placing Shares. The Joint Bookrunners will today commence an accelerated bookbuilding process in respect of the Placing (the "Bookbuild") to determine demand for participation in the Placing by Placees at the Placing Price. This Appendix gives details of the terms and conditions of, and the mechanics for participation in, the Placing. No commissions will be paid to Placees in respect of any Placing Shares.
It is expected that the Placing will raise approximately £6 million in gross proceeds at the Placing Price. The Placing is not being underwritten by Investec, Arden or any other person. The number of Placing Shares will be determined following completion of the Bookbuild as set out in this announcement.
The Placing Shares will, when issued, be subject to the Constitution of the Company, be credited as fully paid and rank pari passu in all respects with each other and with the existing Ordinary Shares in the capital of the Company as well as the PrimaryBid Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of such shares after the date of issue.
The Placing Shares will be issued free of any encumbrance, lien or other security interest.
The Placing Agreement contains customary undertakings and warranties given by the Company to the Joint Bookrunners including as to the accuracy of information contained in this announcement, to matters relating to the Company and its business and a customary indemnity given by the Company to the Joint Bookrunners in respect of liabilities arising out of or in connection with the Placing.
The Placing is conditional upon, amongst other things, Admission becoming effective and the Placing Agreement not being terminated in accordance with its terms.
The Company has also agreed to certain post-Admission undertakings including, subject to certain exceptions, not to offer, issue, lend, sell or contract to sell, issue options in respect of or otherwise dispose of or announce an offer or issue of any of its Ordinary Shares or securities exchangeable or convertible into its Ordinary Shares in the period of 90 days from the date of Admission without prior written consent of the Joint Bookrunners (such consent not to be unreasonably withheld or delayed).
Application for Admission
Application has been made to the London Stock Exchange for admission of the Placing Shares to trading on AIM becoming effective in accordance with the AIM Rules for Companies. Admission is expected to become effective on or around 11 August 2020 (or such later date as the Joint Bookrunners may agree with the Company, not being later than 8.00 a.m. on 18 August 2020) and dealings in the Placing Shares will commence on the same day.
Bookbuild
The Joint Bookrunners will today commence the Bookbuild to determine demand for participation by Placees. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing.
The Joint Bookrunners and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their sole discretion, determine.
Participation in, and principal terms of the Placing
1. The Joint Bookrunners are acting as agents of and exclusively for the Company in connection with the Placing on the terms and subject to the conditions of the Placing Agreement. Accordingly, neither Investec nor Arden are acting for anyone other than the Company in connection with the matters referred to in this announcement and neither Investec nor Arden will be responsible to anyone other than the Company for providing protections afforded to their respective customers or for providing any advice in relation to the matters described in this announcement.
2. Participation in the Bookbuild will only be available to persons who may lawfully be, and are, invited by either of the Joint Bookrunners to participate. The Joint Bookrunners and any of their respective Affiliates are entitled to enter bids in the Bookbuild as principal. The Joint Bookrunners and the Company will determine in their absolute discretion the extent of each Placee's participation in the Placing, which will not necessarily be the same for each Placee.
3. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.
4. The price per Placing Share is a price of 12 pence and is payable to the Joint Bookrunners (as agents for the Company) by all Placees. The Bookbuild will establish the number of Placing Shares to be issued at the Placing Price, which will be agreed between the Joint Bookrunners and the Company following completion of the Bookbuild.
5. The timing of the closing of the Bookbuild will be determined by the Joint Bookrunners in their absolute discretion and shall then be announced on a Regulatory Information Service as soon as is practicable following completion of the Bookbuild.
6. To bid in the Bookbuild, prospective Placees should communicate their bid by telephone or in writing to their usual sales contact at either of the Joint Bookrunners. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for. Bids may be scaled down by the Joint Bookrunners on the basis referred to in paragraph 11 below.
7. The Bookbuild is expected to close no later than 12 noon today but may be closed earlier or later at the discretion of the Joint Bookrunners. The Joint Bookrunners may, in agreement with the Company, accept bids that are received after the Bookbuild has closed. The Company reserves the right to reduce or seek to increase the amount to be raised pursuant to the Placing, in its absolute discretion.
8. Each Placee's allocation will be determined by the Joint Bookrunners in their absolute discretion following consultation with the Company.
9. Each Placee's allocation will be confirmed to Placees orally or by email by the relevant Joint Bookrunner following the close of the Bookbuild and a trade confirmation or contract note will be dispatched as soon as possible thereafter. The relevant Joint Bookrunner's oral or emailed confirmation will give rise to an irrevocable, legally binding commitment by that person (who at that point becomes a Placee), in favour of such Joint Bookrunner and the Company, under which it agrees to acquire by subscription the number of Placing Shares allocated to it at the Placing Price and otherwise on the terms and subject to the conditions set out in this Appendix and in accordance with the Company's Constitution. All other communications by the Joint Bookrunners to Placees may be made orally or by email.
10. The Company will make a further announcement following the close of the Bookbuild detailing the number of Placing Shares to be issued.
11. Subject to paragraphs 6 and 7 above, the Joint Bookrunners may choose to accept bids, either in whole or in part, on the basis of allocations determined at their discretion (in agreement with the Company) and may scale down any bids for this purpose on such basis as they may determine. The Joint Bookrunners may also, notwithstanding paragraphs 6 and 7 above, but subject to the prior consent of the Company, allocate the Placing Shares after the time of any initial allocation to any person submitting a bid after time.
12. Each Placee's allocation and commitment to subscribe for Placing Shares will be made on the terms and subject to the conditions in this Appendix and will be legally binding on the Placee on behalf of which it is made and except with the relevant Joint Bookrunner's consent will not be capable of variation or revocation after the time at which it is submitted.
13. A bid in the Bookbuild and each Placee will have an immediate, separate, irrevocable and binding obligation, owed to the relevant Joint Bookrunner as agent for the Company, to pay to the relevant Joint Bookrunner (or as such Joint Bookrunner may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to subscribe and the Company has agreed to allot and issue to that Placee.
14. Except as required by law or regulation, no press release or other announcement will be made by the Joint Bookrunners or the Company using the name of any Placee (or its agent) in its capacity as Placee (or agent) other than with such Placee's prior written consent.
15. Irrespective of the time at which the Placee's allocation(s) pursuant to the Placing is/are confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time on the basis explained below under "Registration and Settlement".
16. All obligations under the Placing will be subject to fulfilment of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Rights to terminate the Placing".
17. By participating in the Bookbuild, each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.
18. To the fullest extent permissible by law, neither: (a) the Joint Bookrunners (b) any of their affiliates, agents, directors, officers, consultants or employees nor (c) to the extent not contained within (a) or (b) any person connected with a Joint Bookrunner as defined in FSMA ((b) and (c) being together "Affiliates" and individually an "Affiliate" of the relevant Joint Bookrunner) shall have any liability (including to the extent permissible by law, any fiduciary duties) to Placees or to any other person whether acting on behalf of a Placee or otherwise. In particular neither the Joint Bookrunners nor any of their Affiliates shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of the Joint Bookrunners' conduct of the Bookbuild or the Placing or of such alternative method of effecting the Placing as the Joint Bookrunners and the Company may agree. Each Placee acknowledges and agrees that the Company is responsible for the allotment of the Placing Shares to the Placees and neither the Joint Bookrunners nor any of their respective Affiliates shall have any liability to the Placees for the failure of the Company to fulfil those obligations.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms.
The obligations of the Joint Bookrunners under the Placing Agreement are conditional, inter alia, on:
1. the publication by the Company of, among other announcements, the results of the Placing by means of a Regulatory Information Service;
2. the performance by the Company in all material respects of its obligations under the Placing Agreement, to the extent that they fall to be performed prior to Admission and which in the good faith of opinion of Investec or Arden is material and adverse in the context of the Placing and Admission;
3. the Placing Agreement having not been terminated in accordance with its terms;
4. the Company allotting, subject only to Admission, the Placing Shares in accordance with the Placing Agreement; and
5. Admission becoming effective at 8.00 a.m. on 11 August 2020 or such later time and date as the Company and the Joint Bookrunners may agree (but in any event not later than 8.00 a.m. on 18 August 2020).
The Joint Bookrunners' obligations under the Placing Agreement are also conditional on, inter alia, in the good faith opinion of Investec or Arden, there not having occurred since the date of the Placing Agreement any material adverse effect, or a development likely to involve a prospective material effect, on the condition (financial operational, legal or otherwise), earnings, business, trading position, management, properties, assets, rights, results of operations or prospects of the Group as a whole, or likely to prejudice the success of the Placing or make it impractical or inadvisable to proceed with the Placing, whether or not in the ordinary course of business ("Material Adverse Effect").
If (a) any of the conditions are not fulfilled (or to the extent permitted under the Placing Agreement waived by the Joint Bookrunners) by the relevant time or date specified in the Placing Agreement, or (b) the Placing Agreement is terminated in the circumstances specified below, the Placing will lapse. Accordingly each Placee's rights and obligations hereunder shall cease and determine at such time and no claim may be made by a Placee in respect thereof. Neither the Company, nor the Joint Bookrunners nor any of its or their respective Affiliates shall have any liability to any Placees (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition in the Placing Agreement or to terminate the Placing Agreement, and each Placee agrees that any such decision is within the absolute discretion of the Joint Bookrunners and the Company (as applicable).
Each Joint Bookrunner may, in its absolute discretion, waive the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement, save that the condition relating to the allotment of the Placing Shares and to Admission taking place, may not be waived. Any permitted extension or waiver under the Placing Agreement will not affect Placees' commitments as set out in this announcement.
By participating in the Placing, each Placee agrees that its rights and obligations hereunder terminate only in the circumstances described below under "Rights to terminate the Placing" and will not be capable of rescission or termination by the Placee.
Rights to terminate the Placing
Either Joint Bookrunner may at any time before Admission, terminate the Placing Agreement by giving notice to the Company if inter alia it becomes aware that:
1. in the good faith opinion of Investec or Arden, any of the warranties given by the Company in the Placing Agreement was, or would if repeated at any time up to Admission (by reference to the facts and circumstances then existing) be, untrue, inaccurate or misleading or which, in the good faith opinion of Investec or Arden, could reasonably be expected to make any warranties untrue or inaccurate by reference to the facts and circumstances subsisting from time to time;
2. in the good faith opinion of Investec or Arden, the Company is in breach of its obligations under the Placing Agreement or any applicable law or regulation in respect of the Placing and which is material and adverse in the context of the Placing and Admission;
3. in the good faith opinion of Investec or Arden, there has occurred a Material Adverse Effect since the date of the Placing Agreement or there is a fact, circumstance or development reasonably likely, in the good faith opinion of Investec or Arden, to constitute in a Material Adverse Effect (whether or not foreseeable at the date of the Placing Agreement); or
4. there has occurred, in the good faith opinion of Investec or Arden, any outbreak of hostilities or escalation thereof; an act or incidence of terrorism; a material deterioration in, or material escalation in the response to, the Covid-19 pandemic; a declaration of a state of emergency or martial law or other calamity or crisis, national or international emergency or war; any change (or development involving a prospective change) in national or international monetary, political, financial or economic conditions or currency exchange rates or foreign exchange controls; trading in any securities of the Company or trading generally on any stock exchange or in any over the counter market is disrupted, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any exchange or by any governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, Asia or in Europe; a general moratorium on commercial banking activities in London, Singapore or New York has been declared by the United Kingdom, Singapore, the United States, the New York authorities or the European Central Bank or a suspension or material limitation in trading in securities, generally on the London Stock Exchange, the Singapore Exchange, the New York Stock Exchange or NASDAQ has occurred, or is likely to occur, in the good faith opinion of Investec or Arden; a material and adverse change (or a prospective material and adverse change) in the United Kingdom, Singapore or elsewhere regarding taxation affecting the Ordinary Shares, in each case as would be likely in the good faith opinion of Investec or Arden to prejudice the success of the Placing, dealings in the Ordinary Shares in the secondary market or which makes it, in the sole judgement of (as the case may be), impractical to proceed with the Placing.
Upon such notice being given, such parties to the Placing Agreement shall be released and discharged (except for any liability arising before or in relation to such termination) from their respective obligations under or pursuant to the Placing Agreement, subject to certain exceptions. The other Joint Bookrunner may, in its absolute discretion, elect by giving notice to the Company to allow the Placing to proceed.
The rights and obligations of the Placees will not be subject to termination by Placees at any time or in any circumstance. By participating in the Placing, each Placee agrees with the relevant Joint Bookrunner that the exercise by the Joint Bookrunners of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of the Joint Bookrunners and that the Joint Bookrunners will not need to make any reference to the Placees in this regard and that to the fullest extent permitted by law the Joint Bookrunners shall not have any liability whatsoever to the Placees in connection with any such exercise or decision not to exercise. Placees will have no rights against the Joint Bookrunners, the Company or any of their respective directors or employees under the Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended).
This announcement
The Placing Shares are being offered to a limited number of specifically invited persons only and have not been nor will be offered in such a way as to require the publication of an admission document or a prospectus in the United Kingdom or in any other jurisdiction. No offering document, admission document or prospectus has been or will be submitted to be approved by the FCA or submitted to the London Stock Exchange in relation to the Placing, and Placees' commitments will be made solely on the basis of the information contained in this announcement (including this Appendix) and any information publicly announced through a Regulatory Information Service by or on behalf of the Company on or prior to the date of this announcement. Each Placee, by accepting a participation in the Placing, agrees that the contents of this announcement are exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information, representation, warranty, or statement made by or on behalf of the Company or the Joint Bookrunners or any other person and neither the Joint Bookrunners nor the Company nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received and, if given or made, such information, representation, warranty or statement must not be relied upon as having been authorised by the Joint Bookrunners, the Company, or their respective Affiliates. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Neither the Company nor the Joint Bookrunners are making any undertaking or warranty to any Placee regarding the legality of an investment in the Placing Shares by such Placee under any legal, investment or similar laws or regulations. Each Placee should not consider any information in this announcement to be legal, tax or business advice. Each Placee should consult its own solicitor, tax adviser and financial adviser for independent legal, tax and financial advice regarding an investment in the Placing Shares. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN SG9999011118) following Admission will take place within the CREST system, subject to certain exceptions. It is expected that settlement will be on 11 August 2020. The Joint Bookrunners reserve the right to require settlement for and delivery of the Placing Shares to Placees by such other means that they deem necessary, if delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this announcement or would not be consistent with the regulatory requirements in the Placee's jurisdiction.
Each Placee will be deemed to agree that it will do all things necessary to ensure that delivery and payment is completed as directed by the Joint Bookrunners in accordance with the standing CREST settlement instructions which they have in place with the relevant Joint Bookrunner.
Each Placee allocated Placing Shares in the Placing will be sent a trade confirmation or contract note in accordance with the standing arrangements with the relevant Joint Bookrunner stating the number of Placing Shares allocated to it, the Placing Price, the aggregate amount owed by such Placee to the Joint Bookrunners (in GBP) and settlement instructions.
A Placee's entitlement to receive any Placing Shares under the Placing will be conditional on the Joint Bookrunners' receipt of payment in full for such Placing Shares by the relevant time to be stated in the written confirmation referred to above, or by such later time and date as the Joint Bookrunners and the Company may in their absolute discretion determine, or otherwise in accordance with that confirmation's terms.
Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above the base rate of Barclays Bank Plc.
Each Placee is deemed to agree that if it does not comply with these obligations in relation to the Placing Shares: (i) the Company may release itself (if it decides in its absolute discretion to do so) and will be released from all obligations it may have to issue any such Placing Shares to such Placee or at its direction which are then unissued; (ii) the Company may exercise all rights of lien, forfeiture and set-off over and in respect of any Placing Shares to the fullest extent permitted under the Constitution of the Company or otherwise by law and to the extent that such Placee then has any interest in or rights in respect of any Placing Shares; (iii) the Joint Bookrunners may sell (and each of them is irrevocably authorised by such Placee to do so) all or any Placing Shares on such Placee's behalf and then retain from the proceeds, for the account and benefit of the Joint Bookrunners (as agents for the Company) (a) any amount up to the total amount due to it as, or in respect of, subscription monies, or as interest on such monies, for any Placing Shares, (b) any amount required to cover any stamp duty or stamp duty reserve tax (together with any interest or penalties) arising on the sale of such Placing Shares on such Placee's behalf, and (c) any amount required to cover dealing costs and/or commissions necessarily or reasonably incurred by it in respect of such sale; and (iv) such Placee shall remain liable and shall indemnify each Joint Bookrunner (as agents for the Company) on demand for the full amount of any losses and of any costs which it may suffer or incur as a result of it (a) not receiving payment in full for such Placing Shares by the required time, and/or (b) the sale of any such Placing Shares to any other person at whatever price and on whatever terms actually obtained for such sale by or for it. By communicating a bid for Placing Shares, each Placee confers on the Joint Bookrunners all such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which each Joint Bookrunner lawfully takes in pursuance of such sale.
If Placing Shares are to be delivered to a custodian or settlement agent, the Placee should ensure that the trade confirmation or contract note is copied and delivered immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in the Placee's name or that of its nominee or in the name of any person for whom the Placee is contracting as agent or that of a nominee for such person, such Placing Shares will, subject as provided below, be so registered free from any liability to stamp duty or stamp duty reserve tax. If there are any circumstances in which any other stamp duty or stamp duty reserve tax is payable in respect of the issue or sale of the Placing Shares, neither the Joint Bookrunners nor the Company shall be responsible for the payment thereof. Placees will not be entitled to receive any fee or commission in connection with the Placing.
Representations, Warranties and Indemnities
By participating in the Placing, each Placee (and any person acting on such Placee's behalf) makes the following representations, warranties, acknowledgements, agreements and undertakings (as the case may be) to the Joint Bookrunners (for themselves and on behalf of the Company):
1. that it has read and understood this announcement, including the Appendix, in its entirety and that its participation in the Bookbuild and the Placing and its subscription for Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained herein and not in reliance on any information given or any representations, warranties or statements made at any time by any person in connection with Admission, the Company, the Placing or otherwise, other than the information contained in this announcement, and undertakes not to redistribute or duplicate this announcement;
2. that no offering document, admission document or prospectus has been prepared in connection with the Bookbuild or the Placing and that it has not received and will not receive a prospectus, admission document or other offering document in connection therewith;
3. that the Ordinary Shares are admitted to trading on AIM, and the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules for Companies (collectively "Exchange Information"), which includes the Company's most recent balance sheet and profit and loss account and similar statements and that the Placee is able to obtain or access such information or comparable information without undue difficulty;
4. that none of the Joint Bookrunners, the Company, any of their respective Affiliates or any person acting on behalf of any of them has provided it, and will not provide it, with any material regarding the Placing Shares or the Company other than this announcement; nor has it requested any of the Joint Bookrunners, the Company, their respective Affiliates or any person acting on behalf of any of them to provide it with any such information and has read and understood the Exchange Information;
5. that neither of the Joint Bookrunners, their ultimate holding companies nor any direct or indirect subsidiary undertakings of such holding companies, nor any of their respective affiliates, agents, directors, officers or employees shall be liable to Placees for any matter arising out of the Joint Bookrunners' roles as placing agent or otherwise in connection with the Placing and that where any such liability nevertheless arises as a matter of law each Placee will immediately waive any claim against any of such persons which the relevant Placee may have in respect thereof;
6. that its obligations are irrevocable and legally binding and shall not be capable of rescission or termination by it in any circumstances;
7. that none of the Joint Bookrunners, their respective Affiliates, or any person acting on behalf of them has or shall have any liability for the Exchange Information, any publicly available or filed information or any representation relating to the Company, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;
8. that the exercise by the Joint Bookrunners of any right or discretion under the Placing Agreement shall be within the absolute discretion of the Joint Bookrunners and the Joint Bookrunners need not have any reference to it and shall have no liability to it whatsoever in connection with any decision to exercise or not to exercise any such right and each Placee agrees that it has no rights against the Joint Bookrunners or the Company, or any of their respective officers, directors or employees, under the Placing Agreement pursuant to the Contracts (Rights of Third Parties Act) 1999;
9. that these terms and conditions represent the whole and only agreement between it, the Joint Bookrunners and the Company in relation to its participation in the Placing and supersedes any previous agreement between any of such parties in relation to such participation. Accordingly, each Placee, in accepting its participation in the Placing, is not relying on any information or representation or warranty in relation to the Company or any of its subsidiaries or any of the Placing Shares other than as contained in this announcement. Each Placee agrees that neither the Company nor the Joint Bookrunners nor any of their respective officers, directors or employees will have any liability for any such other information, representation or warranty, express or implied;
10. that in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 5(1) of the Prospectus Regulation, (i) the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Member State of the EEA which has implemented the Prospectus Regulation other than Qualified Investors or in circumstances in which the prior consent of the Joint Bookrunners has been given to the offer or resale; or (ii) where Placing Shares have been acquired by it on behalf of persons in any member state of the EEA other than Qualified Investors, the offer of those Placing Shares to it is not treated under the Prospectus Regulation as having been made to such persons;
11. that neither it nor, as the case may be, its clients expect the Joint Bookrunners to have any duties or responsibilities to such persons similar or comparable to the duties of "best execution" and "suitability" imposed by the FCA's Conduct of Business Sourcebook, and that the Joint Bookrunners are not acting for it or its clients, and that the Joint Bookrunners will not be responsible for providing the protections afforded to customers of the Joint Bookrunners or for providing advice in respect of the transactions described herein;
12. that it is: (i) unless otherwise agreed in writing with the Joint Bookrunners, at the time of the bid and at the time of settlement located outside the United States and is not a US person as defined in Regulation S and is subscribing for the Placing Shares only in "offshore transactions" as defined in and pursuant to Regulation S, and (ii) it is not subscribing for Placing Shares as a result of any "directed selling efforts" as defined in Regulation S or by means of any form of "general solicitation" or "general advertising" as such terms are defined in Regulation D under the US Securities Act;
13. that the Placing Shares have not been and will not be registered under the US Securities Act, or under the securities legislation of, or with any securities regulatory authority of, any state or other jurisdiction of the United States and that, subject to certain exceptions, the Placing Shares may not be offered, sold, pledged, resold, transferred, delivered or distributed into or within the United States;
14. that, unless specifically agreed with the Joint Bookrunners, it is not and was not acting on a non-discretionary basis for the account or benefit of a person located within the United States at the time the undertaking to subscribe for Placing Shares was given and it is not acquiring Placing Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any Placing Shares into the United States and it will not reoffer, resell, pledge or otherwise transfer the Placing Shares except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and otherwise in accordance with any applicable securities laws of any state or jurisdiction of the United States;
15. that it is not a national or resident of Canada, Australia, the Republic of South Africa or Japan or a corporation, partnership or other entity organised under the laws of Canada, Australia, the Republic of South Africa or Japan and that it will not offer, sell, renounce, transfer or deliver, directly or indirectly, any of the Placing Shares in Canada, Australia, the Republic of South Africa or Japan or to or for the benefit of any person resident in Canada, Australia, the Republic of South Africa or Japan and each Placee acknowledges that the relevant exemptions are not being obtained from the Securities Commission of any province of Canada, that no document has been or will be lodged with, filed with or registered by the Australian Securities and Investments Commission or Japanese Ministry of Finance and that the Placing Shares are not being offered for sale and may not be, directly or indirectly, offered, sold, transferred or delivered in or into Canada, Australia, the Republic South Africa or Japan;
16. that it does not have a registered address in, and is not a citizen, resident or national of, any jurisdiction in which it is unlawful to make or accept an offer of the Placing Shares and it is not acting on a non-discretionary basis for any such person;
17. that it has not, directly or indirectly, distributed, forwarded, transferred or otherwise transmitted, and will not, directly or indirectly, distribute, forward, transfer or otherwise transmit, any presentation or offering materials concerning the Placing or the Placing Shares to any persons within the United States or to any US persons (as that term is defined in Regulation S);
18. that it (and any person acting on its behalf) is entitled to subscribe for Placing Shares under the laws of all relevant jurisdictions which apply to it and that it has fully observed such laws and obtained all governmental and other consents which may be required thereunder or otherwise and complied with all necessary formalities and that it has not taken any action which will or may result in the Company or the Joint Bookrunners or any of their respective directors, officers, employees or agents acting in breach of any regulatory or legal requirements of any territory in connection with the Placing or its acceptance;
19. that it has obtained all necessary consents, capacity and authorities to enable it to give its commitment to subscribe for the Placing Shares and to perform its subscription obligations (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this announcement) and will honour such obligations;
20. that where it is acquiring Placing Shares for one or more managed accounts, it is authorised in writing by each managed account: (a) to acquire the Placing Shares for each managed account; (b) to make on its behalf the representations, warranties, acknowledgements, undertakings and agreements in this Appendix and the announcement of which it forms part; and (c) to receive on its behalf any investment letter relating to the Placing in the form provided to it by the Joint Bookrunners;
21. if it is acting as a "distributor" (for the purposes of MiFID II Product Governance Requirements):
21.1 that the Target Market Assessment undertaken by the Joint Bookrunners does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares and each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels;
21.2 notwithstanding any Target Market Assessment undertaken by the Joint Bookrunners, that other than where it is a providing an execution-only service to investors, it has satisfied itself as to the appropriate knowledge, experience, financial situation, risk tolerance and objectives and needs of the investors to whom it plans to distribute the Placing Shares and that is has considered the compatibility of the risk/reward profile of such Placing Shares with the end target market;
21.3 that the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom;
22. that it is a Relevant Person (as defined above) and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;
23. if in a Member State of the EEA, unless otherwise specifically agreed with the Joint Bookrunners in writing, that it is a Qualified Investor within the meaning of article 2(E) of the Prospectus Regulation;
24. if in the United Kingdom, that it is (a) a Qualified Investor within the meaning of article 2(E) of the Prospectus Regulation, and that it is (b) a person (i) of a kind described in paragraph 5 of Article 19 (persons having professional experience in matters relating to investments and who are investment professionals) of the FPO; (ii) of a kind described in paragraph 2 of Article 49 (high net worth companies, unincorporated associations, partnerships or trusts or their respective directors, officers or employees) of the FPO; or (iii) a person to whom it is otherwise lawful for this announcement to be communicated;
25. that, unless otherwise agreed by the Joint Bookrunners, it is a "professional client" or an "eligible counterparty" within the meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook and it is purchasing Placing Shares for investment only and not with a view to resale or distribution;
26. that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person;
27. that it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving, the United Kingdom;
28. that its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to acquire, and that the Joint Bookrunners may call upon it to acquire a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;
29. that any money held in an account with either of the Joint Bookrunners on its behalf and/or any person acting on its behalf will not be treated as client money within the meaning of the rules and regulations of the FCA. Each Placee further acknowledges that the money will not be subject to the protections conferred by the FCA's client money rules. As a consequence, this money will not be segregated from the Joint Bookrunners' money in accordance with such client money rules and will be used by the relevant Joint Bookrunner in the course of its own business and each Placee will rank only as a general creditor of such Joint Bookrunner;
30. that it will (or will procure that its nominee will) if applicable, make notification to the Company of the interest in its Ordinary Shares in accordance with the Constitution of the Company;
31. that it is not, and it is not acting on behalf of, a person falling within subsections (6), (7) or (8) of sections 67 or 70 respectively or subsections (2) and (3) of section 93 or subsection (1) of section 96 of the Finance Act 1986;
32. that it is not relying on any representations or warranties or agreements by the Company, the Joint Bookrunners or by any of their respective directors, employees or agents or any other person except as set out in the express terms of this Appendix;
33. it acknowledges that the contents of this announcement, including the Appendix, are exclusively the responsibility of the Company, and that neither the Joint Bookrunners nor any of their respective Affiliates or any person acting on behalf of any of them has or shall have any liability for any information, representation or statement contained in this announcement or any information previously or concurrently published by or on behalf of the Company, including the Exchange Information, and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this announcement or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to acquire the Placing Shares is contained in this announcement and any Exchange Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and that it has neither received nor relied on any other information given or representations, warranties or statements made by either the Joint Bookrunners or the Company, or, if received, it has not relied upon any such information, representations, warranties or statements (including any management presentation that may have been received by any prospective Placee) and neither the Joint Bookrunners nor the Company will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement. Each Placee further acknowledges and agrees that it has relied solely on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing and it will not rely on any investigation that the Joint Bookrunner, their Affiliates or any person acting on behalf of any of them has or may have conducted;
34. that it will not deal or cause or permit any other person to deal in all or any of the Placing Shares which it is subscribing for under the Placing unless and until Admission becomes effective;
35. that it appoints irrevocably any director of the relevant Joint Bookrunner as its agent for the purpose of executing and delivering to the Company and/or its registrars any document on its behalf necessary to enable it to be registered as the holder of the Placing Shares;
36. that, as far as it is aware it is not acting in concert (within the meaning given in the Singapore Code on Takeovers and Mergers issued by the Monetary Authority of Singapore) with any other person in relation to the Company;
37. that this announcement does not constitute a securities recommendation or financial product advice and that neither the Joint Bookrunners nor the Company has considered its particular objectives, financial situation and needs. None of the Joint Bookrunners, any of their Affiliates, or any person acting on behalf of any of them, is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be treated for these purposes as a client of either Joint Bookrunner and that neither Joint Bookrunner has any duties or responsibilities to it for providing the protections afforded to their clients or customers or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of their rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;
38. that the person whom it specifies for registration as holder of the Placing Shares will be (i) itself or (ii) its nominee, as the case may be. Neither of the Joint Bookrunners, nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to participate in the Placing and it agrees to indemnify the Company and the applicable Joint Bookrunner in respect of the same on the basis that the Placing Shares will be credited to the CREST stock accounts of the Joint Bookrunners who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;
39. that it is aware that it may be required to bear, and it, and any accounts for which it may be acting, are able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing;
40. that it will indemnify and hold the Company and the Joint Bookrunners and their respective Affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and that the Company and the Joint Bookrunners will rely on the truth and accuracy of the confirmations, warranties, acknowledgements and undertakings herein and, if any of the foregoing is or becomes no longer true or accurate, the Placee shall promptly notify the Joint Bookrunners, and the Company. All confirmations, warranties, acknowledgements and undertakings given by the Placee, pursuant to this announcement (including this Appendix) are given to the Joint Bookrunners for themselves and on behalf of the Company and will survive completion of the Placing and Admission;
41. that time shall be of the essence as regards obligations pursuant to this Appendix;
42. that it is responsible for obtaining any legal, tax and other advice that it deems necessary for the execution, delivery and performance of its obligations in accepting the terms and conditions of the Placing, and that it is not relying on the Company or the Joint Bookrunners to provide any legal, tax or other advice to it;
43. that all dates and times in this announcement (including this Appendix) may be subject to amendment and that the relevant Joint Bookrunner shall notify it of such amendments;
44. that (i) it has complied with its obligations under the Criminal Justice Act 1993, Part VIII of FSMA and MAR, (ii) in connection with money laundering and terrorist financing, it has complied with its obligations under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended), the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and (iii) it is not a person: (a) with whom transactions are prohibited under the Foreign Corrupt Practices Act of 1977 or any economic sanction programmes administered by, or regulations promulgated by, the Office of Foreign Assets Control of the U.S. Department of the Treasury; (b) named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or (c) subject to financial sanctions imposed pursuant to a regulation of the European Union or a regulation adopted by the United Nations (together, the "Regulations"); and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations and has obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such purchase, and it will provide promptly to the Joint Bookrunners such evidence, if any, as to the identity or location or legal status of any person which the Joint Bookrunners may request from it in connection with the Placing (for the purpose of complying with such Regulations or ascertaining the nationality of any person or the jurisdiction(s) to which any person is subject or otherwise) in the form and manner requested by the Joint Bookrunners on the basis that any failure by it to do so may result in the number of Placing Shares that are to be purchased by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as the Joint Bookrunners may decide in their absolute discretion;
45. that if it has received any inside information (as defined in MAR) about the Company in advance of the Placing, it acknowledges that is has received such information within the market soundings regime provided for under Article II of MAR and associated delegated legislation and it has not disclosed or dealt on the basis of that information prior to it being made publicly available;
46. that it will not make any offer to the public of those Placing Shares to be subscribed by it for the purposes of the Prospectus Regulation;
47. that it will not distribute any document relating to the Placing Shares and it will be acquiring the Placing Shares for its own account as principal or for a discretionary account or accounts (as to which it has the authority to make the statements set out herein) for investment purposes only and it does not have any contract, understanding or arrangement with any person to sell, pledge, transfer or grant a participation therein to such person or any third person with respect of any Placing Shares; save that if it is a private client stockbroker or fund manager it confirms that in purchasing the Placing Shares it is acting under the terms of one or more discretionary mandates granted to it by private clients and it is not acting on an execution only basis or under specific instructions to purchase the Placing Shares for the account of any third party;
48. that it acknowledges that these terms and conditions and any agreements entered into by it pursuant to these terms and conditions shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares, together with any interest chargeable thereon, may be taken by the Company or the Joint Bookrunners in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange;
49. that it is an institution that has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for the Placing Shares. It further acknowledges that it is experienced in investing in securities of this nature and in this sector and is aware that it may be required to bear, and it, and any accounts for which it may be acting, are able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing. It has relied upon its own examination and due diligence of the Company and its associates taken as a whole, and the terms of the Placing, including the merits and risks involved;
50. that its commitment to subscribe for Placing Shares on the terms set out herein and in the trade confirmation or contract note will continue notwithstanding any amendment that may in future be made to the terms of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's conduct of the Placing;
51. that any documents sent to Placees will be sent at the Placees' risk. They may be sent by post to such Placees at an address notified to either Joint Bookrunner;
52. that the Joint Bookrunners owe no fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement;
53. that, if it is a pension fund or investment company, its purchase of Placing Shares is in full compliance with all applicable laws and regulation;
54. to the fullest extent permitted by law, it acknowledges and agrees to the disclaimers contained in the announcement including this Appendix; and
55. that the Joint Bookrunners or any of their respective Affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.
The Company, the Joint Bookrunners and their respective Affiliates will rely upon the truth and accuracy of each of the foregoing representations, warranties, acknowledgements and undertakings which are given to the Joint Bookrunners for themselves and on behalf of the Company and are irrevocable and shall not be capable of termination in any circumstances.
The provisions of this Appendix may be waived, varied or modified as regards specific Placees or on a general basis by the Joint Bookrunners.
Each Placee, and any person acting on behalf of the Placee, acknowledges that the Joint Bookrunners do not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement.
The agreement to settle a Placee's subscription (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to a subscription by it and/or such person direct from the Company for the Placing Shares in question. Such agreement assumes that the Placing Shares are not being subscribed for in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other subsequent dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company nor the Joint Bookrunners will be responsible, and the Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such UK stamp duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company, and the Joint Bookrunners in the event that any of the Company and/or the Joint Bookrunners has incurred any such liability to UK stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify the Joint Bookrunners accordingly.
In addition, Placees should note that they will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the United Kingdom by them or any other person on the subscription by them of any Placing Shares or the agreement by them to subscribe for any Placing Shares.
All times and dates in this announcement (including this Appendix) may be subject to amendment. The Joint Bookrunners shall notify the Placees and any person acting on behalf of the Placees of any changes.
Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
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